STERIS (STE) Risk Factor Changes

well as the realization of other efficiencies related to the integration of acquired businesses, should allow STERIS to offset integration-related costs over time, this net benefit may not be achieved in the near term…

STERIS has incurred substantial expenses in connection with the negotiation and completion of past business acquisitions, dispositions and joint ventures, and expects to incur similar costs for any future strategic tr…

STERIS has incurred and expects to incur significant transaction and related costs in connection with strategic transactions, which may be in excess of those anticipated.

•the disruption of, or the loss of momentum in a new business and STERIS’s ongoing business or inconsistencies in standards, controls, procedures and policies.

•performance shortfalls as a result of the diversion of management’s attention caused by integration or joint venture activities; and

•potential unknown liabilities and unforeseen expenses;

The integration of acquired businesses into STERIS as well as the entry into and operation of strategic joint ventures involves numerous operational, strategic, financial, accounting, legal, tax and other risks; poten…

The integration of acquired businesses into STERIS or working arrangements with joint venture partners may not be as successful as anticipated.

We have financed acquisitions through cash on hand, borrowings under our bank credit facilities and through public note offerings.

Our investments in our business and product offerings may not be as successful as anticipated.

Competition for strategic business candidates may result in increases in costs and price for acquisition candidates and market valuation issues may reduce the value available for divestiture of non-strategic businesses.

Our success depends, in part, on strategic acquisitions and joint ventures, which are intended to complement or expand our businesses, divestiture of non-strategic businesses, and other assets, and other actions inten…

Our indebtedness could have important consequences to our shareholders, including increasing risk associated with general adverse economic and industry conditions, limiting our ability to obtain additional financing t…

As of March 31, 2026, STERIS had approximately $1,931.7 million of indebtedness outstanding (net of deferred financing fees), which included $1,350.0 million of Senior Public Notes issued April 1, 2021, $557.8 million…

We rely extensively on information technology (“IT”) systems to conduct business, including but not limited to interacting with Customers and suppliers, fulfilling orders, generating invoices, collecting and making pa…

We could experience a failure of a key information technology system, process or site or a breach of information security, including a cybersecurity breach of one or more key information technology systems, networks,…

Our continued success depends, in large part, on our ability to hire and retain highly qualified people, and if we are unable to do so, our business and operations may be impaired or disrupted.

There can be no assurances that our measures to protect the health and wellbeing of our employees in the event of future health crises will be sufficient to protect our employees or that they may not otherwise be expo…

If our continuing efforts to create a Lean business, to in-source production and to support smart manufacturing to reduce costs are not successful, our profitability may be negatively impacted or our business otherwis…

Although we believe we have valid defenses to such claims, there can be no assurance that we will prevail on the merits, as the outcome of trials before juries and other aspects of litigation can be highly unpredictab…

Our AST segment is a technology-neutral contract sterilization service that offers our Customers a wide range of sterilization modalities through a worldwide network of over 60 contract sterilization and laboratory fa…

The regulations surrounding greenhouse gas emissions disclosures and sustainability reporting have also continued to evolve, with compliance and other requirements varying by jurisdiction, which subjects us to transit…

Any failure, or perceived failure, by us to achieve our goals, further our initiatives, adhere to our public statements, comply with federal, state or international laws and regulations or meet evolving and varied sta…

Many governments, regulators, investors, employees, Customers and other stakeholders continue to be focused on corporate responsibility, including policies regarding climate change and greenhouse gas emissions.

Legislative and regulatory action may be taken in the U.S.

In addition, further changes in the tax laws of other jurisdictions will likely arise, including as a result of the base erosion and profit shifting ("BEPS") project undertaken by the Organization for Economic Coopera…

In August 2022, the Inflation Reduction Act (the “IRA”) was signed into law.

In addition, there can be no assurance that we will be able to maintain any particular worldwide effective corporate tax rate.

We may be adversely impacted by changes in tax laws or challenges to our tax positions, and our effective tax rate is uncertain and may vary from expectations, which could have a material impact on our results of oper…

Various healthcare reform proposals have emerged and may in the future emerge at the federal and state level, and we are unable to predict which, if any, of those proposals will be enacted or the level of government f…

We are subject to compliance with various laws and regulations, including the U.S.

We may fail to realize all of the anticipated benefits of our strategic business initiatives, as well as acquisitions, dispositions or joint ventures, or those benefits may take longer to realize than expected.

STERIS has incurred substantial expenses in connection with the negotiation and completion of past business acquisitions and dispositions, and expects to incur similar costs for any future business acquisitions or dis…

We have financed acquisitions through cash on hand, borrowings under our bank credit facilities and through public note offerings.

created additional responsibilities for our management and other personnel and can create significant distraction or diversion of their attention, which could have a material adverse effect on our ability to attract a…

or regulatory action, or current or future litigation to which we are or may become a party, will not significantly affect the costs of conducting our EO contract sterilization operations or impact the use of EO in ou…

For example, on January 5, 2023, the CSRD became effective.

gastrointestinal endoscopy accessories, contract sterilization, and other products and services entering the market.

We operate in a highly competitive environment.

If we were to be treated as a U.S.

Although we are organized under the laws of Ireland and are a tax resident in Ireland for Irish tax purposes, the IRS may assert that we should be treated as a U.S.

The U.S.

The U.S.

We might be adversely impacted by tax legislation or challenges to our tax positions.

The potential impacts of such geopolitical instability include supply chain and logistics disruptions, financial impacts including volatility in foreign exchange and interest rates, increased inflationary pressure on…

STERIS may not achieve expected returns and benefits in connection with dispositions, which may require continued involvement in a divested business, such as through transition service agreements, guarantees, indemnit…

STERIS also expects to incur and has incurred costs to consolidate facilities and systems.

Our business realignment initiatives may not be as successful as anticipated.

From time to time, we may invest in technology, business infrastructure, new businesses, product offerings and manufacturing innovations and expansion of existing businesses, each of which may require substantial cash…

working capital, acquisitions, capital expenditures and general corporate matters, including dividend payments and stock repurchases, limiting our flexibility in planning for, or reacting to, changes in our business a…

Likewise, governments and regulatory bodies worldwide are actively developing new laws, regulations and ethical guidelines governing AI use, including the European Union’s Artificial Intelligence Act.

cyberattacks, if successful, will not have a material effect on our business or financial results.

Similarly, we continue to invest in smart manufacturing to drive structural cost reduction in our facilities, including aligning work to more efficient manufacturing centers, implementing advanced manufacturing capabi…

Court of Cook County, Illinois.

These changes, and any other new or pending legal or regulatory matters, may result in the expenditure of additional resources or costs to comply with such requirements, which could affect our financial condition, res…

The introduction and evolution of climate- and sustainability-related laws, regulations and reporting requirements—many of which are not uniform across jurisdictions—can increase the complexity and cost of compliance…

significant compliance and communication challenges in light of these uncertain and varied approaches to greenhouse gas emissions disclosures and sustainability reporting.

We operate in a highly competitive environment.

liability in the U.S.

The One Big Beautiful Bill Act (the “OBBBA”) was signed into law on July 4, 2025.

We may also need to make material changes to our global production footprint and workforce as a result of geopolitical developments or changes to trade policy, which could require significant capital expenditures and…

force.

Furthermore, the U.S.

The potential impacts of geopolitical instability, which may result from the actions of state and non-state actors, include supply chain and logistics disruptions, financial impacts including volatility in foreign exc…